All Inclusive Addendum for Advertising Insertion Order

1.  Terms and Conditions. The IO, this Addendum and all insertion orders hereunder will be governed by Version 2.0 of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, as jointly published by the AAAA and the IAB and released on April 29, 2002 (the "Standard Terms"). For purposes of this IO, AOL Advertising Inc. will mean AOL Advertising Inc., AOL LLC, and all AOL affiliates worldwide (“AOL.”)

2.  Performance Advertising Terms.  With respect to those line items in the media plan attached and incorporated by reference into the IO (the “Media Plan”) that reference the placement of Performance Ads (defined below) using the AdLearn service of AOL Advertising (“AOL Network”) and the placement of advertising creative within the AOL Performance Network (“AOLPN”), the following terms will apply:

(a) For CPA campaigns, the action shall be defined in each Insertion Order.

(b) Advertiser shall place AOL Advertising’s Web Beacon (1x1 pixel) on the Advertiser confirmation page(s) where an Action is completed, for purposes of tracking and reporting Actions, including C2C Actions and I2C Actions.  AOL Advertising and Advertiser agree that an Action may be defined on the IO.

(c) “Performance Ads” means an advertising creative served by AOL Advertising using the AdLearn service on behalf of Advertiser.

(d) Notwithstanding the budget set forth on the Media Plan, both parties agree that AOL Advertising may allocate budget among or between campaigns as it deems appropriate, in its sole discretion.

(e) AOL Advertising may choose, in its sole discretion, the medium (Web Network, or email newsletters, etc.) on which to run Performance Ads for purposes of delivery of contracted-for goods.

(f) Impressions, clicks and actions are not delivered by size and may be distributed, in AOL Advertising’s sole discretion, as needed across sizes based on optimization.  Media Company makes no guarantees or warranties with respect to its ability to deliver the number of deliverables (actions, clicks, and/or impressions) requested on the IO.

(g) Advertiser understands and agrees that AOL Advertising may use cookies, web beacons and/or other technologies to collect non-personally identifiable data in connection with this IO (the “Non-PII”).  The Non-PII may include, without limitation, information such as a web surfer’s IP address, web pages viewed by a web surfer, date and time, domain type, and responses by a web surfer to an advertisement.  Advertiser understands and agrees that AOL Advertising may use the Non-PII to serve advertisements at Advertiser’s website and/or other websites in the AOL Network.  Advertiser represents and warrants that it will provide notice for, and fully disclose, its privacy policies and practices to visitors to its website(s), including its use of AOL Advertising’s services, and any other policies and practices with respect to the collection of information on consumers who may visit its website(s).  Advertiser represents and warrants that engaging the services provided by AOL Advertising pursuant to this IO does not violate Advertiser’s privacy statement.  AOL Advertising has the right to use and disclose Non-PII that is derived from the campaign for the following purposes:  (i) for general reporting purposes, including the compilation of aggregate statistics, such as the total number of ads delivered, that may be provided to existing and potential customers; (ii) for scheduling and optimization of delivery of creative content across all campaigns, including web sites, networks, and any other advertising inventory, that AOL Advertising reaches, and (iii) if required by court order, law or governmental agency

(h) If Advertiser tracks delivery on its own or by third party ad server (i) Advertiser will provide either 24/7 online reports, or daily, weekly, and month-end reports that include click through rates, impressions, Actions and other relevant tracking information (“Reports”).  The timely delivery and accuracy of the Reports are material obligations of Advertiser, and Advertiser acknowledges that AOL Advertising relies on Reports.  Any loss or damage resulting from a breach of the foregoing obligation will not be subject to Section XI of the Standard Terms.  For purposes of billing, calculation of deliveries for CPA campaigns will be based upon AOL Advertising’s reported numbers; CPM and CPC campaigns will also be based upon AOL Advertising’s reported numbers. 

(i) Advertiser will be solely responsible for insuring proper functioning and placement of Web Beacons on Advertiser’s web site.  In the event AOL Advertising delivers Advertiser’s campaign based on misleading campaign performance results because of a misplaced Web Beacon or malfunctioning page(s) on which the Web Beacon is placed, the parties agree that Advertiser will pay AOL Advertising based on AOL Advertising’s reasonable estimation of deliverables delivered (or would have been delivered in the case of malfunctioning webpage).  Such estimation will be made by calculating the average conversion per thousand impressions for the three (3) days prior to misplacement or malfunction, and applying it to the total number of impressions delivered during the period of misplacement or malfunction.  In the case of CPA campaigns, Advertiser further agrees not to make any material changes to the content of any landing page that is to generate Actions without first notifying AOL Advertising.  Material changes are any changes that affect the conversion process (e.g., changes to required fields to complete an Action, payment requirements, or submission requirements) on web page(s) where visitors shall be sent for purposes of generating actions.

(j) Either party will have the right to terminate any performance media on the AOL Network with two (2) business days’ advance written notice to AOL Advertising.  For purposes of this termination notice, e-mail will constitute written notice.

(k) Except as expressly set forth in this Agreement, Media Company does not make, and hereby specifically disclaims, any representations or warranties, express or implied, regarding the AOL Network, the services provided hereunder or otherwise relating to this Agreement, including any implied warranty of merchantability, or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.  Additionally, all services provided by Media Company hereunder are provided “as is” without warranty of any kind express or implied.  Media Company does not warrant that the services or the AOL Network will be uninterrupted or error free, nor does Media Company make any warranty as to the performance or any results that may be obtained by use of its services.  Notwithstanding anything contained elsewhere in this Agreement, Media Company makes no guarantees or warranties with respect to its ability to deliver the number of deliverables (actions, clicks, and/or impressions) requested on the IO.  Final product cost and deal cost shall be based upon deliverables actually delivered.  Media Company shall use commercially reasonable efforts to deliver deliverables in accordance with specifications on the IO (such as even delivery, frequency capping), but makes no guarantee that such specifications will be met. Additionally, the flight dates on the IO are estimated.  The campaign start is determined by the first impression served.  The campaign will run for the targeted number of flight days as reflected on the IO.  Therefore, the campaign end may be later than the targeted end date on the IO.

3.  Search Marketplace.  With respect to those line items in the Media Plan that reference the provision of AOL Search Marketplace services by AOL LLC (“AOL”), the following will apply:

(a) Advertiser recognizes that the technology platform for AOL search terms is provided by a third party (the “Third Party Platform Provider”).  AOL will make available to Advertiser, as applicable, the standard reporting made available to AOL by the Third Party Platform Provider.  AOL disclaims any representations or warranties, express or implied, with regard to any such reporting.

(b) AOL disclaims any representation or warranties, express or implied, regarding the validity of clicks on any advertisements, and Advertiser will not hold AOL responsible for any clicks on any advertisements, regardless of the source, nature, purpose or intent of the clicks.  In the event that Advertiser believes that clicks on Advertiser’s advertisements are the result of fraudulent activity, AOL will use commercially reasonable efforts to assist Advertiser with the dispute process.  AOL will work in good faith with Advertiser and the Third Party Platform Provider to investigate and resolve any disputes around any possible fraudulent activity.  To the extent that the Third Party Platform Provider determines that clicks on Advertiser’s advertisements are the result of fraudulent activity, a refund of fees charged for any such fraudulent clicks will be provided.

(c) To the extent applicable, any activity related to Advertiser’s search-based Advertisements will be billed and invoiced to Advertiser separate and apart from any non-search based Advertisements or inventory set forth in the IO.

(d) Unless otherwise agreed upon by the parties in writing, Advertiser will be responsible for managing Advertiser’s search-based advertising campaign for AOL search terms.

4. Sponsored Listings.  With respect to those line items in the Media Plan that reference the placement of Sponsored Listings served by AOL Advertising (“Sponsored Listings”), the following will apply:

(a) With respect to Sponsored Listings served by AOL Advertising, the term “Ads” includes include all text, titles, descriptions, graphics, audio, keywords, keyword phrases, negative keywords (keywords that if included in the search will cause the advertisement not to be displayed), categories and topics and targeting as well as the web sites to which an Ad is linked (“Targets”).

(b) AOL Advertising Affiliates include the owners and operators of the websites on which AOL Advertising places Advertiser’s Ads. AOL Advertising Affiliates are intended third party beneficiaries of Advertiser’s indemnification obligations to AOL Advertising.

(c) Make goods will not apply to CPC Ads under any circumstances. Advertiser’s sole remedy for a shortfall in the number of clicks will be to execute a new IO for the unspent amounts.

(d) Ads will be served on AOL Advertising Affiliate sites based on such factors as relevancy, CPC rates, click-through rates and ad rotation algorithms. Advertiser will protect its password and will be responsible for all activity occurring under its password.

(e) Except with respect to CPM Ads, Advertiser acknowledges that: (i) usage statistics provided by AOL Advertising are the official, definitive measurements for the purposes of billing and for measuring AOL Advertising’s performance on any delivery obligation and no other measurements or usage statistics (including those of Advertiser or a third party ad server) will be accepted by AOL Advertising and (ii) the discrepancy clause in Section XIII(a) of the Standard Terms will not apply to Ads other than CPM Ads. AOL Advertising disclaims any representations or warranties, express or implied, regarding the validity of clicks on any Ads, and Advertiser will not hold AOL Advertising responsible for any clicks on any Ads, regardless of the source, nature, purpose or intent of the clicks.  In the event that Advertiser believes that clicks on Advertiser’s Ads are the result of fraudulent activity, AOL Advertising will work in good faith with Advertiser to investigate and resolve any disputes around any possible fraudulent activity.  To the extent that AOL Advertising determines that clicks on Advertiser’s Ads are the result of fraudulent activity, a refund of fees charged for any such fraudulent clicks will be provided to Advertiser.

5.  Spot Marketplace.  With respect to those line items in the Media Plan that reference the placement of advertising creative via the AOL Advertising Spot Marketplace, the following terms will apply:

(a) Billing on Actuals.  Advertiser may at any time during its advertising campaign via AdBid via Bid Sheets , AdBid or BidPlace, whichever is applicable: 1). submit a bid requesting an increase or decrease to the rate it is paying for each impression, click through; and 2.) submit a change of metric (from CPC to CPM and vice versa).  Invoicing under this contract will be based on actual impressions or clicks delivered, as measured by AOL Advertising (i.e., in the case of each CPC or CPM line item, the number of clicks or impressions delivered to each line item multiplied by the relevant CPC or CPM for that line item on the “Media Plan”) unless Parties otherwise mutually agree to use AOL Advertising approved third party reporting.  An invoice will be delivered at the end of each calendar month for the actual number of impressions or clicks served within that month. If AOL Advertising delivers less than the number of impressions or clicks stated in the Media Plan, AOL Advertising will not be in breach and there will be no make good obligations.

(b) Delivery.  For CPM campaigns only, AOL Advertising will use commercially reasonable efforts to pace the campaign as evenly as possible throughout the term but reserves the right to suspend the campaign at any time.  Advertiser acknowledges that a change of bid or change of metric does not guarantee improved delivery and AOL Advertising does not guarantee any specific minimum level of impressions or clicks. Advertiser may request to pause the advertisements at any time and such request will take effect by the next business day. 

 (c) Reporting.  Parties shall rely upon reporting from AOL Advertising unless Parties otherwise mutually agree to use AOL Advertising approved third party reporting.  For BidPlace campaigns, AOL Advertising will have sole responsibility for calculation of delivery numbers for all reported statistics. 

 (d) Bid Sheets.  If Advertiser elects to initiate its AdBid advertising campaign via Bid Sheets the following additional terms apply. In the event that Advertiser chooses to continue to use Bid Sheet a bounty change for a particular line item may be requested by Advertiser in writing to AOL Advertising and such bounty adjustment shall take effect by the next business day from the date of such request unless otherwise notified by AIK Advertising, however, each line item can only be changed one time per seven (7) day period. 

(e) Additional Terms.  An Advertiser who elects to use AdBid or AdBid via Bid Sheets or BidPlace for campaigns run on Spot Marketplace shall be subject to AOL Advertising’s Terms and Guidelines for Automated Bidding Services, which are hereby incorporated by reference. 

(f) Cancellation; Termination.  Advertiser may terminate Spot Marketplace Advertisements on two (2) business days advance written notice to AOL Advertising.

6.   AOL Homepages / Premium Placements. With respect to those line items in the media plan attached and incorporated by reference into the IO (the “Media Plan”) that reference the placement of AOL Hompage/Premium Advertisements, AOL Welcome Screen Advertisements, or AOL Home Page Advertisements (collectively, “AOL Homepage/Premium Placements”), the following terms will apply:

(a) Advertiser will have the right to terminate AOL Homepage/Premium Placements purchased for calendar year 2009 and/ or 2010 upon thirty (30) business days advance written notice to AOL Advertising.  For purposes of this termination notice, e-mail will constitute written notice.

(b) Advertiser will have the right to terminate AOL Homepage/Premium Placements purchased for the Holiday Period, which is defined as the time period of November 14, 2009 through and including December 23, 2009, upon ninety (90) days advance written notice to AOL Advertising and November 15, 2010 through and including November 23, 2010.

Advertiser will not have the right to cancel any AOL Homepage/Premium Placements that number three (3) or more dates within a thirty (30) day time period.

AOL Advertising will have the right to charge Advertiser a termination fee equal to the full cost listed on the Media Plan for any AOL Homepage Placement terminated outside of the time limitations specified in this Addendum.  For purposes of clarity, any request to re-allocate AOL Homepage Placements with less than thirty (30) business days advance written notice will be considered a termination of such AOL Homepage Placement for purposes of this Section.

7.  Cancellation; Termination. The cancellation and termination provisions of the Standard Terms will apply to all purchases under the IO except for premium placements, including but not limited to AOL Welcome Screens purchased on a "spot" basis, which are noncancellable.

8.  Governing Law; Jurisdiction. The IO and this Addendum will be governed by the laws of the State of New York without regard to its conflicts of laws principles. The parties consent to the exclusive jurisdiction of the courts located in New York County, New York for all matters arising under the IO and this Addendum.

9.  Order of Precedence. This Addendum is supplementary to and modifies the IO. The terms of this Addendum supersede provisions in the IO only to the extent that the terms of this Addendum and the IO expressly conflict. However, nothing in this Addendum should be interpreted as invalidating the IO, and provisions of the IO will continue to govern relations between the parties insofar as they do not expressly conflict with this Addendum.

10.  Counterparts. This Addendum may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. This Addendum may be executed via facsimile.